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AVAYA ACO RING CENTRAL SERVICE SCHEDULEThis Representative Agreement (“Agreement”) is made by and between you, an existing Buyer with a signed CreditApplication with the Distributor (herein defined as “Representative”) and Westcon Group European Operations Ltd, anEnglish Company, having an office at Chandlers House, Wilkinson Road, Cirencester, Glos. GL7 1YT (“Distributor”).This Agreement shall be deemed effective as at the date of electronic or written acceptance (“Effective Date”).The Distributor and Representative hereby agree as follows:WHEREAS:A) A Representative Agreement (the “Master Agreement”) has been entered into between the Distributor and theRepresentative. Representative wishes to adopt and incorporate by reference all of the terms and conditions of theMaster Agreement in order to become an independent contractor for the purposes of marketing and soliciting orders forthe products and services made commercially available by Distributor subject to the additional terms and conditions ofthis Schedule.B) Representative and Distributor desire to enter into this Schedule under the same terms and conditions as the MasterAgreement except as otherwise provided herein.THE PARTIES HEREBY AGREE AS FOLLOWS:1.Definitions.Capitalised terms used in an Appendix or Attachment to this Agreement but not defined in that Appendix or Attachmentshall be defined as set forth:“Agreement” means this Service Schedule together with all Appendices and Attachments, including online documents,and any amendment intended to supplement, modify or replace the present agreement.“Customers” means the final end customer or licensee that purchases, licenses or otherwise receives any of the Servicespursuant to a Qualified Sale with RingCentral or its Affiliates.“Customer Transition Date” means, with respect to each Customer, the date, which must be before the End of Life Date,when such Customer is transferred to a New RingCentral Service. RingCentral will specify the Customer Transition Dateapplicable to each Customer in the Customer Transition Notice, which notice shall not be transmitted until at least seven(7) days after the receipt of the End of Life Notice. On the Customer Transition Date, the Representative named in theaccount may elect to move the Customer to a different RingCentral channel program. In those cases, Distributor willcompensate the Representative under the applicable RingCentral program“Customer Transition Notice” means the notification sent by RingCentral, or upon RingCentral request, jointly byRingCentral with Avaya, and/or Representative, indicating among other things, the Customer Transition Date and the NewRingCentral Service that will replace the Services.“Data Processing Addendum” means Appendix B, attached hereto.“End of Life Date” is a date specified by RingCentral after which RingCentral may discontinue the Service at any time.“End of Life Notice” means a written notice provided by RingCentral to Avaya establishing the End of Life Date. The Endof Life Notice may be delivered by Distributor to Representative at any time that is no later than forty-five (45) days prior tothe End of Life Date.“Lead Registration Process” means a lead registration process established and maintained by RingCentral. The LeadRegistration Process includes the Qualified Lead Protocol. The Lead Registration Process is described in more detail in theRules of Engagement and may be modified from time to time by Distributor.“Life of Customer” means the term during which a Customer pays MRR to RingCentral for a Qualified Sale of the Servicesunder this Agreement.Page 1
“MRR” means the then-current total amount of monthly recurring subscription fee portion of revenue (or, if paid based ona different frequency, the recurring subscription fee portion of revenue calculated on a monthly basis) attributable to theServices (and, for the avoidance of doubt, any renewal thereof) paid to RingCentral or its Affiliates with respect to a QualifiedSale; provided that, for the avoidance of doubt, (i) MRR shall exclude (A) any revenue from one-time or non-recurringtransactions or services (including set-up, installation, professional services, sales of handsets and other equipment) andother one-time charges and services (including usage based charges and charges for a toll-free number), (B) any Taxes(but, for the avoidance of doubt, excluding any income Tax imposed on RingCentral or any of its Affiliates, or any withholdingTaxes in lieu of such income Taxes) paid to RingCentral by the customer, (C) any cost recovery fees and similaradministrative fees, and (D) any costs and expenses reimbursed to RingCentral, and (ii) MRR shall be calculated aftergiving effect to, and net of, any credits, refunds, discounts, and other reductions in respect of such Qualified Sale. TheParties agree that, for purposes of this Agreement, a subscription fee shall include the recurring fee that RingCentral or anyof its Affiliates intends to bill or bills for a subscription to the applicable Service, even if not expressly labeled a “subscriptionfee.”“Objective” means the general framework of obligations undertaken by Representative under this Agreement.“Personal Data” has the meaning set forth in the Data Processing Addendum.“Privacy Laws” has the meaning set forth in the Data Processing Addendum.“Proof of Concept” (POC) is a pre-sale implementation to allow prospects to test out ACO services prior to executing apurchase agreement. A POC typically starts with the execution of a POC or Evaluation Agreement by the Customer.“Prospective Customer” means any Person in the Territory to which sales of Services can be made.“RingCentral Terms” means all agreements entered into by RingCentral and a Customer in connection with this Agreementand relating to the Services, including agreements for the provision and use of the Services, RingCentral’s data privacy andsecurity policies, and RingCentral policies for the use of the Services.“Services” means, Avaya Cloud Office by RingCentral (“ACO”) or RingCentral Office (“RCO”) and shall not include anyservices (e.g., vanity numbers, phone/equipment purchases) that constitute one-time charges, or any other services. TheServices are further described in RingCentral and Avaya documentation made available to Master Agent and itsRepresentatives.“New RingCentral Service” means a Non-Avaya branded RingCentral Offering to which RingCentral may transition aCustomer.“Qualified Sale” means the sale of the Services to a Prospective Customer by Representative. A Qualified Sale only occursif Representative (i) registers the sales opportunity with RingCentral in accordance with the lead registration process setforth in the Rules of Engagement, and (ii) satisfies the Qualified Lead Protocol (as defined in the Rules of Engagement) withrespect to such sales opportunity as set forth in the Rules of Engagement; (iii) the Prospective Customer chooses theRepresentative working under the Super Master Agent ID (“SMA ID”), as the partner of record for the account; and (iv) theProspective Customer executes a sales agreement with the Avaya on behalf of RingCentral for its own use and not forresale.“Rules of Engagement” are found at Appendix C.“Territory” means the United Kingdom.2.Engagement for the promotion of Ring Central Services2.1The Distributor hereby appoints the Representative as its non-exclusive agent in the Territory for the soliciting andmarketing of orders for the designated Services, and Representative hereby accepts such appointment and shalluse its commercially reasonable efforts to carry out the Objective in a reasonable and diligent manner using duecare and skill, in accordance with the provisions of this Agreement. As part of the Objective, Representative shalluse its commercially reasonable efforts to contact Prospective Customers and provide to them relevant informationregarding the Services on the basis of the information and documents provided or approved by RingCentral orAvaya; and, (ii) refer Prospective Customers to the Distributor in order to execute sales agreements on RingCentral’sbehalf with Prospective Customers approved by RingCentral (as set forth below). Representative shall market theServices to Prospective Customers accordance with this Agreement. All Customers shall enter into the RingCentralTerms with RingCentral as the contracting party, with Avaya executing the RingCentral Terms on behalf ofPage 2
RingCentral. Nothing herein shall be interpreted as an authorization to Representative to resell any RingCentralservices, including the Services. Distributor may at any time in its commercially reasonable discretion with thirty(30) days’ notice to Representative offer additional products and services or modify, limit the availability of, or ceaseoffering any Services, provided, that Distributor may modify, limit the availability of, or cease offering Services withimmediate effect if such is required by action of law or regulations applicable to the Services.2.2Representative shall not delegate or sub-contract any obligations under this Agreement.2.3Each Party shall comply with the Rules of Engagement, set forth at Appendix C, which may be changed from time totime by Avaya.2.4In performing the Objective under this Agreement, except with respect to its appointment as an agent hereunder,Representative shall operate as an independent contractor and shall not be or hold itself out as or act as anemployee, partner, principal, or joint venture of Avaya, Ring Central or Distributor, or collect or receive money fromCustomers on behalf of RingCentral or Avaya. Except as specifically set forth herein, Representative shall in no wayhave the authority to bind or obligate Avaya in any respect. Representative may not make additional representationsand warranties on Avaya’s behalf including with respect to the prices, rates, terms, availability and conditions of theServices. Nothing in this Agreement shall, or shall be deemed to, sell, transfer, license or assign any right, title orinterest of any kind in or to the Services to Representative, which right, title and interest shall at all times be andremain owned solely by RingCentral or Avaya, respectively.3.Representative Service Fees.3.1Distributor shall pay to Representative the Channel Commissions specified in Appendix A low (“ChannelCommissions”). Channel Commissions, which Distributor may adjust for prior overpayment, shall be paid toRepresentative based on the MRR generated by Qualified Sales with Customers and shall be calculated and paidaccording to the terms and conditions of Appendix A.3.2Distributor shall provide Representative with a monthly Channel Commission report showing all ChannelCommissions earned by Representative for the applicable month (offset by any overpaid Channel Commissions inaccordance with Section 3 of this Agreement). All Channel Commissions or other payments due by Distributor toRepresentative shall be made in accordance Appendix A and the existing payment terms in place between theDistributor save that payment shall not be made:-Where the Distributor has outstanding invoices with the Representative and the Representative is in default ofits payment terms-Where such payment would be less than 250 EURO (of GBP equivalent)If any Customer requests a refund, money back guarantee or cancels Service for any reason and Distributor hasalready paid Channel Commissions to Representative for such Qualified Sale that would not otherwise be due,Representative hereby authorizes Distributor to deduct any such overpayment amounts from any amounts earnedby Representative during the current and any subsequent (if necessary) month(s). For the avoidance of any doubt,no Channel Commissions shall be due or paid to Representative by Distributor for any Customer that terminatesthe subscription, following such termination.3.3Currency. All amounts under this Agreement are stated and calculated, and shall be paid, in pounds sterling (GBP)in the UK.3.4Taxes. Representative is solely responsible for paying all legally required taxes, including without limitation anysales, excise or other taxes and fees which may be levied upon the Commissions, the sale, license, installation oruse of the Services (“Tax” or “Taxes”),4.RingCentral’s Discretion to Reject Prospective Customers and Other RingCentral Rights.4.1RingCentral has the right, in its commercially reasonable discretion, to enter into or not enter into, or to terminate anyQualified Sale with a Customer. If RingCentral declines to enter into an agreement with a Prospective Customer,then Distributor shall not be obligated to pay any Service Fees to Representative. Furthermore, RingCentralshall at all times be permitted to take any action against a Customer as authorised by any applicable Law orunder the RingCentral Terms including without limitation suspension or termination of the Services and/ortermination of the Customer’s service contract(s). RingCentral has the sole right to: (i) set prices for the Services,Page 3
(ii) set the terms and conditions for the use of the Services, (iii) make other adjustments to the Services, and (iv)discontinue offering or selling some or all of the Services, in each case without liability of any kind to theRepresentative.5.Representative Obligations, Representations and Warranties.5.1Efforts. Representative shall use its commercially reasonable efforts (subject to the terms of this Agreement) incarrying out the Objective. Representative shall require that its employees and other persons acting onRepresentative’s behalf, act in all dealings with Customers and Prospective Customers in material compliance withall applicable Laws and in material compliance at all times with all relevant terms and conditions of this Agreement.Where required by applicable Law or any applicable regulator, Representative shall disclose the terms of thisAgreement to the Prospective Customer, subject to notifying Distributor of such disclosure (except to the extent thatthe disclosure is prohibited by such Law or regulator).5.2RingCentral and Avaya Policies. Avaya shall have no responsibility for Prospective Customer development ormarketing. Representative shall follow RingCentral’s and Avaya’s applicable policies and procedures relating to theServices and this Agreement (collectively, the “RingCentral Policies” or the “Avaya Policies”) (which Representativeconfirms have been understood and agreed to by Representative) in all material respects, as they may be modifiedfrom time to time by RingCentral or Avaya. Representative acknowledges that the RingCentral Policies and theAvaya Policies may include matters relating to: (i) the proper representation of the Services to Customers; and (ii)the manner in which to complete applications and provide network and credit information and other documentationwith respect to Customers.5.3Customer Contracts. Representative shall provide to Customers the applicable RingCentral sales agreement andordering documents included in the RingCentral Terms. In the event a Customer requests changes of any type fromthe standard RingCentral Terms, or discounts over the list price, all such proposed changes and discounts shall beforwarded to Avaya for its consideration and handling. RingCentral shall have sole discretion to determine if it wishesto agree to any changes to the RingCentral Terms. Representative understands and acknowledges that RingCentralshall have the right to reasonably modify the processes and documentation required to consummate a QualifiedSale. Any action of RingCentral in providing Services under terms erroneously offered by Representative orotherwise inconsistent with the then-effective RingCentral’s approved sales agreement forms shall not be deemedratification or approval by RingCentral of such terms. RingCentral may update the RingCentral Terms from time totime, and the updated RingCentral Terms will become effective upon such update.5.4Assistance. Representative shall use commercially reasonable efforts to provide assistance to Avaya, at Avaya’sreasonable request, with respect to the Services, of all Customer accounts which Representative has establishedunder this Agreement, including maintaining Customer satisfaction; provided that Representative shall have noobligation under this Section to make any payment or concession to any Customer or to incur any material costs.5.5Slamming and Cramming Prevention. By signing this Agreement, Representative accepts and agrees, whereapplicable, to the Policies and Procedures Regarding Slamming and Cramming Prevention set forth at Appendix Das may be updated by RingCentral from time to time.5.6Warranties. Representative warrants, that it: (i) shall, and shall require its employees and other persons acting onits behalf in connection with the Services to comply, in all material respects with all Laws (including Privacy Laws)applicable to Representative’s activities hereunder and not knowingly do or omit to do any act that could reasonablybe expected to cause Distributor, Avaya or RingCentral to violate any such Law (including Privacy Laws), or to bein breach of its contractual obligations with Customers (in each case other than as a result of the acts or omissionsof Distributor, Avaya, RingCentral’s or its Affiliates’ or any third party); (ii) has obtained, and shall maintain at alltimes during the Term such authorizations, consents, licenses, accreditations and permissions as are necessary forRepresentative to operate and otherwise perform hereunder and to engage in the activities related to thisAgreement, including any authorizations necessary to promote the sale of the Services in the Territory in accordancewith the Objective (excluding those that Avaya, RingCentral, its Affiliates or Customers are required under applicableLaw to obtain); (iii) shall promptly provide Avaya with all information which Avaya may reasonably request from timeto time in connection with Representative’s performance of its obligations under this Agreement, including theonboarding of Customers; (iv) shall not make any representations or warranties regarding the Services (or any otherservices offered or provided by Avaya or RingCentral) to Customers or any other third party except as approved inadvance by Avaya or RingCentral in writing or as reflected in RingCentral’s then-current RingCentral Terms; and (v)shall, upon termination or expiration of this Agreement, no longer be authorized hereunder to (a) engage in anyPage 4
marketing, promotion, distribution, selling, or similar activities with respect to the Services, (b) engage in any use,publication, copying, reproduction, posting, display, or transmission of any logo, trade mark or trade name, servicemark, spec sheet, intellectual or other property; and/or marketing, promotional, or advertising content or material, ineach case belonging to Avaya or RingCentral, (c) hold itself out or publicize itself as a Representative or businesspartner of Avaya in relation to the Services, and/or (d) represent or imply to any party that it is authorized to performany of the activities or Objective described herein.5.7Branding Guidelines. Representative will at all times abide by Avaya’s branding guidelines found -guidelines-documents, as may be updated from time to time byAvaya. Upon any termination or expiration of this Agreement, Representative shall no longer have any righthereunder to use any trademark, trade name, service mark, or other intellectual property of Avaya or its Affiliates.5.8Sales Program Link. Distributor or Avaya will provide one or more unique codes to Representative in the form of anInternet link, URL or other format as determined by Avaya which Representative may provide to prospectiveCustomers to allow Avaya to identify eligible sales of the Services to such Customers.5.9Non-Exclusivity. Representative acknowledges that nothing in this Agreement shall be construed as preventingAvaya from seeking Customers on its own or through the efforts of others except that Avaya cannot solicit Customersor Prospective Customers who have been brought to Avaya by Representative.5.10 Mass-Marketing Restrictions. Representative agrees, and Representative shall cause Representative’s Subagentsto agree, not to send unsolicited electronic messages to unrelated recipients (including spam e-mail, text messages,or phone calls) or otherwise to engage in any other form of mass electronic communications prohibited by Law inconnection with Avaya or any activities contemplated under this Agreement.6.Representative and RingCentral Obligations and Responsibilities.6.1Quotes for Service. Avaya will provide all quotes and RingCentral Terms to be provided to Prospective Customers.PRICING FOR THE SERVICES AND ALL OTHER SERVICES AND THE NEGOTIATION AND CONCLUSION OFALL OTHER TERMS AND CONDITIONS OF THE CUSTOMER’S TERMS OF SERVICE, LICENSE AGREEMENT,AND OTHER APPLICABLE AGREEMENTS OR POLICIES WITH REGARD TO THE SERVICES SHALL BEDETERMINED BY RINGCENTRAL AS SET FORTH IN THIS AGREEMENT.6.2Provision of Service. RingCentral shall be responsible for providing, delivering, maintaining, and supporting theServices. REPRESENTATIVE SHALL PROMOTE THE SALE OF THE SERVICES IN THE TERRITORY INACCORDANCE WITH THE OBJECTIVE ONLY IN A MANNER WHICH MAKES IT CLEAR THAT: (I)RINGCENTRAL (AND NOT AVAYA OR REPRESENTATIVE) IS THE ULTIMATE PROVIDER OF SUCHSERVICES; AND (II) THE TERMS AND CONDITIONS (INCLUDING, PRICES AND WARRANTIES) AREDETERMINED BY RINGCENTRAL AND ARE SUBJECT TO THE RINGCENTRAL POLICIES.6.3Execution of Customer Contracts. Avaya, and not Representative, shall execute the RingCentral Terms onRingCentral’s behalf with Customers approved by RingCentral using the RingCentral Terms provided by RingCentralfor this purpose. Representative may not alter the RingCentral Terms. EXCEPT AS OTHERWISE EXPRESSLYAUTHORIZED BY AVAYA IN WRITING IN ADVANCE, REPRESENTATIVE SHALL NOT ENTER INTO ANYLICENSE AGREEMENT OR OTHER AGREEMENT WITH ANY CUSTOMER ON BEHALF OF RINGCENTRALOR AVAYA.6.4Approval of Advertising/Promotional Materials. Representative may use Avaya’s trademarks, service marks, tradenames, and logos in branding the Service, and only for the purpose of the performance of the Objective and inaccordance with the Branding Guidelines and other provisions of this Agreement. In addition, where expresslyauthorized by Avaya, Representative may use RingCentral trademarks, service marks, trade names, and logos inbranding the Service, and only for the purpose of the performance of the Objective and in accordance with theRingCentral Branding Guidelines and other provisions of this Agreement. Representative shall not acquire anylicense, ownership, or other rights with respect to such trade names, trademarks, service marks, logos, or otherintellectual property of RingCentral or Avaya. Except as expressly provided herein, RingCentral and Avaya shall notacquire any license, ownership, or other rights with respect to any trade names, trademarks, service marks, logos,or other intellectual property of Representative. REPRESENTATIVE DOES NOT HAVE THE AUTHORITY TO USEAVAYA’S OR RINGCENTRAL’S TRADEMARKS, SERVICE MARKS, TRADE NAMES, OR LOGOS IN ANY WAYTHAT IS INCONSISTENT WITH THE BRANDING GUIDELINES. ANY UNAUTHORIZED USE OF AVAYA’S ORPage 5
RINGCENTRAL’S TRADEMARKS, SERVICE MARKS, TRADE NAMES, OR LOGOS THAT IS INCONSISTENTWITH THE BRANDING GUIDELINES SHALL BE SUBJECT TO AVAYA OR RINGCENTRAL, AS APPLICABLE,EXERCISING ALL REMEDIES PERMITTED BY LAW.7.Approval of Advertising/Promotional Materials.7.1Representative agrees that RingCentral is the exclusive owner of all trademarks, service marks, trade names, andlogos relating to the Services and other services offered by RingCentral. Representative may use suchapproved trademarks, service marks, trade names, and logos only for the purpose of the performance of theSchedule and in accordance with the Branding Guidelines. Representative shall use only promotional materialssupplied or approved in advance in writing by Distributor. Except as expressly provided herein, Representativeshall acquire no licence, ownership, or other rights with respect to such trade names, trademarks, servicemarks, logos, or other intellectual property of RingCentral. REPRESENTATIVE DOES NOT HAVE THEAUTHORITY TO USE RINGCENTRAL’S TRADEMARKS, SERVICE MARKS, TRADE NAMES, OR LOGOSIN ANY WAY THAT IS INCONSISTENT WITH RINGCENTRAL’S THEN-CURRENT BRANDING GUIDELINES,WHICH RINGCENTRAL MAY CHANGE AT ANY TIME IN ITS SOLE DISCRETION. ANY UNAUTHORISEDUSE OF RINGCENTRAL’S TRADE MARKS, SERVICE MARKS, TRADE NAMES, OR LOGOS THAT ISINCONSISTENT WITH RINGCENTRAL’S THEN-CURRENT BRANDING GUIDELINES SHALL BECONSIDERED A MATERIAL BREACH OF THIS SCHEDULE, AND SUFFICIENT CAUSE FOR TERMINATIONAND RECOVERY BY RINGCENTRAL OF ALL REMEDIES PERMITTED BY LAW.8.Term and Termination.8.1Term. This Agreement shall become effective on the date of acceptance and, unless terminated in accordance withSection 8.2. below, shall remain in effect for three (3) years (the “Initial Term”), and shall, provided RingCentralextends its Agreement with Avaya, be automatically renewed for consecutive one (1) year periods (collectively withthe Initial Term, the “Term”) until terminated pursuant to Section 8.2.8.2Termination. This Agreement may be terminated immediately, by written notice, by either Party in the event of amaterial breach of this Agreement that remains uncured for thirty (30) days from receipt of a written notice specifyingin reasonable detail such material breach.8.3Statutory Compensation. Representative acknowledges that, given its status under applicable Law, it is not entitledto any statutory compensation or any indemnity (e.g., for loss of clientele) at the end of this Agreement except asexpressly provided herein.8.4Effect of Termination.Each Party acknowledges and agrees that the termination or expiration of this Agreement for any reason shall notrelease a Party from any liability or obligation that already has accrued as of the effective date of such termination orexpiration, as applicable, and shall not constitute a waiver or release of, or otherwise be deemed to adversely affect,any rights, remedies, or claims which a Party may have hereunder at Law, in equity or otherwise or which may ariseout of or in connection with such termination or expiration.Transition. RingCentral may discontinue the Services at any time after the End of Life Date. Once RingCentralprovides to Avaya the End of Life Notice the Distributor shall notify the Representative (“Subagent Notification”) theadvising them of the discontinuance of the Services, and the availability of and transition to a New RingCentralService. Prior to the End of Life Date, RingCentral will transition Customers from the Services to the New RingCentralService selected by RingCentral in its sole discretion. To that effect, to the extent required in the Customer agreement,RingCentral will send to each Customer a Customer Transition Notice stating the specific Customer Transition Date.The Parties’ respective obligations applicable to Customers with respect to the Services shall continue to apply untilthe Customer Transition Date for each Customer.Interim Collaboration. Upon expiration or termination of this Agreement:- Representative will have up to sixty (60) days after such expiration or termination to complete all sales registeredthrough the Lead Registration Process. After such sixty (60) days, the Lead Registration Process will be discontinuedPage 6
by RingCentral, and any remaining leads that were not closed will be reallocated to a RingCentral agent, orRingCentral’s direct sales force, in RingCentral’s discretion. Notwithstanding anything to the contrary, the Parties’respective obligations applicable to such sales shall continue for such period.- Representative shall cease selling and otherwise marketing the Services.- Representative shall not take any actions directly or indirectly that impede, delay or otherwise restrict RingCentralfrom transferring each Customer to the New RingCentral Service, within a reasonable transition timeframe for eachsuch Customer.- Representative shall not take any action which changes, modifies or reduces the interoperability, functionality,features or performance of any Avaya Endpoints that have been sold with respect to ACO (as such Avaya Endpointinteroperability, functionality, features or performance exists on the termination or expiration of the FrameworkAgreement). This restriction does not impact non-ACO transactions.Payments under this Agreement.Upon the occurrence of the Customer Transition Date for any Customer, and provided that all the conditionsapplicable to the payment of the Channel Commissions under this Agreement are met, and provided that suchpayment obligation has not expired or otherwise been terminated, the Residual portion of the Channel Commissionfor Channel Sales shall continue until the end of the then-current term of the Customer agreement, provided suchpayments are made to Avaya by RingCentral.9.Confidential Information.9.1Confidential Information. During the Term of this Agreement and for three (3) years after the termination of thisAgreement, each Party will protect the terms and conditions of this Agreement, all non-public information andmaterial regarding the business of the other which information is either marked as confidential or could beconstrued to be confidential (collectively, “Confidential Information”) as strictly confidential, using the same level ofcare as it affords its own Confidential Information. Without the prior written consent of the disclosing Party, thereceiving Party will not use or disclose (and will use its best efforts to cause its employees, , and representativesnot to use or disclose) to any other person or entity any Confidential Information, except as and only to the extentnecessary to: (i) perform
Representative working under the Super Master Agent ID ("SMA ID"), as the partner of record for the account; and (iv) the Prospective Customer executes a sales agreement with the Avaya on behalf of RingCentral for its own use and not for resale. "Rules of Engagement" are found at Appendix C. "Territory" means the United Kingdom. 2.
